Exhibit 10.96

                              AMENDMENT NUMBER TWO

                                     to the

                       Master Loan and Security Agreement

                            dated as of May 10, 1999,
                                     Between

                                  E-LOAN, INC.

                                       and

                   GREENWICH CAPITAL FINANCIAL PRODUCTS, INC.

              This AMENDMENT NUMBER TWO (this "AMENDMENT") is made this 22nd day
of February,  2001,  between E-LOAN,  INC.  ("BORROWER")  and GREENWICH  CAPITAL
FINANCIAL  PRODUCTS,  INC. ("LENDER") to the MASTER LOAN AND SECURITY AGREEMENT,
dated as of May 10, 1999, between Lender and Borrower, as otherwise amended (the
"LOAN AGREEMENT").

                                    RECITALS

              WHEREAS,  Borrower  has  requested  that Lender agree to amend the
Loan  Agreement  to extend  the  Termination  Date  thereunder  and to make such
additional modifications as more expressly set forth below and Lender has agreed
to make such amendments to the Loan Agreement.

              WHEREAS,  that  as  of  the  date  of  this  Amendment,   Borrower
represents   to  the  Lender  that  it  is  in   compliance   with  all  of  the
representations and warranties and all of the affirmative and negative covenants
set  forth in the Loan  Agreement  and will  not be in  default  under  the Loan
Agreement upon the execution of this Amendment.

              WHEREAS,  Borrower  has agreed to deliver  all  closing  documents
requested by the Lender including, but not limited to, a Uniform Commercial Code
Financing  Statement,  an officer's  certificate in the form attached  hereto as
Exhibit A, warrants and all other documents required  thereunder,  and agrees to
satisfy all conditions precedent to any Advance thereunder.

              NOW THEREFORE,  for good and valuable  consideration,  the receipt
and sufficiency of which are hereby  acknowledged,  and of the mutual  covenants
herein contained, the parties hereto hereby agree as follows:

              SECTION 1.  Effective as of February  22,  2001,  Section 1 of the
Loan Agreement is hereby amended by adding the following definition:

              "ADDITIONAL  COLLATERAL"  shall mean a cash  deposit or deposit of
other collateral acceptable to the Lender in its sole discretion by the Borrower
in a separate  account held for the benefit of the Borrower and  established  by
the Lender with Greenwich  Capital Markets,  Inc., a broker-dealer and affiliate
of the Lender totaling an amount equal to $4 million plus any additional amounts
deposited by the Lender in such account in accordance with Section 3.06.

              SECTION 2.  Effective as of February 22, 2001,  the  definition of
"Applicable Margin" in Section 1 of the Loan Agreement is hereby amended to read
in its entirety as follows:

<PAGE>


                                      -2-                          Exhibit 10.96


              "APPLICABLE  MARGIN"  shall mean with respect to Advances that are
              Tranche A Advances and Tranche B Advances respectively,  and which
              are secured by the Mortgage  Loans,  the applicable rate per annum
              set  forth  below  for  each day that  such  Advances  shall be so
              secured:

                     Tranche  A  Advances ..............  prior to April 1, 2001
                         1.00% and thereafter 0.75%

                     Tranche B Advances ................  1.25%

              SECTION 3.  Effective  as of  February  22,  2001,  clause (10) of
subparagraph (ii) of the definition of Collateral Value in Section 1 of the Loan
Agreement is hereby deleted in its entirety and replaced with the following:

              "(10)  the aggregate  Collateral  Value of all Mortgage Loans that
                     are not covered by a Takeout  Commitment may not at any one
                     time exceed $25,000,000; or"

              SECTION 4.  Effective as of February  22, 2001,  clause (2) of the
definition  of  Maximum  Credit  in  Section 1 of the Loan  Agreement  is hereby
deleted in its entirety and replaced with the following:

              "(2)   the Maximum  Credit for Mortgage  Loans which are Wet Loans
              may not exceed $10  million at any time;  provided,  however  that
              during the period  commencing  on the fourth to the last  Business
              Day of a given calendar month and ending on the fifth Business Day
              of the immediately  succeeding  calendar month (the  "End-of-Month
              Period") the  limitation  in this clause shall be increased to $15
              million; provided,  further, that from and after April 1, 2001, if
              no Default or Event of Default exists and if the aggregate  amount
              of  outstanding  Advances is equal to or greater than $75 million,
              the  limitation  in this clause  shall be increased to $20 million
              during the End-of-Month Period."

              SECTION 5.  Effective as of February  22,  2001,  the defined term
Non-Usage Fee Trigger  Percentage  in Section 1 of the Loan  Agreement is hereby
amended to read in its entirety as follows:

              "NON-USAGE FEE TRIGGER PERCENTAGE" shall mean 50%.

              SECTION 6.  Effective as of February  22,  2001,  Section 1 of the
Loan  Agreement  is  hereby  amended  by  adding  the  following   defined  term
immediately following the defined term "Revised Effective Date":

              "SECOND REVISED EFFECTIVE DATE" shall mean February 22, 2001.

              SECTION 7.  Effective as of February 22, 2001,  the  definition of
"Termination  Date" in Section 1 of the Loan Agreement is hereby amended to read
in its entirety as follows:
<PAGE>

                                      -3-                          Exhibit 10.96


              "TERMINATION DATE" shall mean the date which is 364 days following
              the Second Revised Effective Date of this Loan Agreement,  or such
              earlier  date on which  this Loan  Agreement  shall  terminate  in
              accordance   with  the  provisions   hereof,   including   without
              limitation  pursuant to Section  2.10  hereof,  or by operation of
              law, as same may be extended pursuant to Section 2.09.

              SECTION 8.  Effective as of February  22,  2001,  Section 2 of the
Loan Agreement is hereby amended by adding a new Section 2.10 thereto to read in
its entirety as follows:

              2.10   ACCELERATED TERMINATION EVENTS.

              (a)    The Borrower and the Lender  hereby  acknowledge  and agree
              that,  in the  event  that  the  Borrower  does  not  satisfy  the
              liquidity  requirements  of Section 7.16 on April 1, 2001,  but on
              such date (i) the Borrower  maintains cash and Cash Equivalents in
              an amount not less than $20,000,000 taking into account 80% of the
              unpaid principal  balance of the unencumbered  auto loans owned by
              the  Borrower,  and (ii) the Borrower is  otherwise in  compliance
              with all of the terms and conditions of this Loan Agreement,  then
              the  Lender  shall not  immediately  declare  an Event of  Default
              solely based on the failure to satisfy the requirements of Section
              7.16 hereof.  Instead,  the Borrower and the Lender agree that the
              Termination  Date  shall be April 30,  2001 and that prior to such
              termination the outstanding  principal  amount of Advances secured
              by Wet Loans may not exceed $10,000,000.  Notwithstanding anything
              to the  contrary  contained in this  paragraph  (a), the amount of
              Cash Equivalents  attributable to unencumbered auto loans owned by
              the Borrower shall not exceed $13 million.

              (b)    The Borrower and the Lender  hereby  acknowledge  and agree
              that,  in the  event  that  the  Borrower  does  not  satisfy  the
              liquidity requirements of Section 7.16 on May 1, 2001, but on such
              date (i) the Borrower  maintains  cash and Cash  Equivalents in an
              amount not less than  $20,000,000  taking into  account 80% of the
              unpaid principal  balance of the unencumbered  auto loans owned by
              the  Borrower,  and (ii) the Borrower is  otherwise in  compliance
              with all of the terms and conditions of this Loan Agreement,  then
              the  Lender  shall not  immediately  declare  an Event of  Default
              solely based on the failure to satisfy the requirements of Section
              7.16 hereof.  Instead,  the Borrower and the Lender agree that the
              Termination  Date  shall be May 31,  2001  and that  prior to such
              termination the outstanding  principal  amount of Advances secured
              by Wet Loans may not exceed $5,000,000.  Notwithstanding  anything
              to the  contrary  contained in this  paragraph  (b), the amount of
              Cash Equivalents  attributable to unencumbered auto loans owned by
              the Borrower shall not exceed $13 million.

              (c)    Notwithstanding  anything  to  the  contrary  contained  in
              paragraph (a) or (b) above,  in the event that during the month of
              April 2001 or May 2001, as  applicable,  the Borrower is otherwise
              in default  under the Loan  Agreement  and the Lender has extended
              the  Termination  Date as provided in paragraph  (a) or (b)

<PAGE>

                                      -4-                          Exhibit 10.96


              above,  the Lender shall not be  obligated to fund any  additional
              Advances hereunder during the remainder of the such month.

              SECTION 9. Effective as of February 22, 2001,  Section 3.05 of the
Loan Agreement is hereby amended to read in its entirety as follows:

              3.05   NON-UTILIZATION  FEE.  On a  monthly  basis,  Lender  shall
              determine  the  average  daily  utilization  during  such month by
              Borrower of the Maximum Committed Amount made available  hereunder
              by dividing  (a) the sum of the Advances  outstanding  on each day
              during such month by (b) the number days in such  calendar  month.
              If such average amount determined for any month as a percentage of
              the then applicable  Maximum  Committed  Amount (the  "UTILIZATION
              PERCENTAGE")  is less than the Non-Usage  Fee Trigger  Percentage,
              Borrower  shall pay to  Lender,  on the  Payment  Date in the next
              following  calendar month or on the Termination  Date if such date
              is  sooner,  a  non-utilization  fee equal to the  product  of (i)
              .0025,  times (ii) the  Maximum  Committed  Amount,  times (iii) 1
              minus the Utilization Percentage. If the Utilization Percentage in
              any month is greater than or equal to the applicable Non-Usage Fee
              Trigger   Percentage   Lender   shall   not  be   entitled   to  a
              non-utilization  fee for  that  month.  Lender  may,  in its  sole
              discretion,  net such non-utilization fee from the proceeds of any
              Advance made to Borrower hereunder.

              SECTION 10.  Effective as of February  22, 2001,  Section 3 of the
Loan Agreement is hereby amended by adding a new Section 3.06 thereto to read in
its entirety as follows:

              3.06   SECOND REVISED  EFFECTIVE DATE COMMITMENT FEE. The Borrower
              agrees  to pay to the  Lender,  a Second  Revised  Effective  Date
              Commitment  Fee in an amount  equal to  $1,250,000,  which  amount
              shall  be  deemed  to  have  been  earned  on the  Second  Revised
              Effective Date.  Such amount shall be paid as follows:  $1,000,000
              shall be paid on the Second  Revised  Effective  Date and $250,000
              shall be paid on or prior to March 23, 2001.  Such payments  shall
              be  made in  Dollars,  in  immediately  available  funds,  without
              deduction,  set-off  or  counterclaim.  Lender  may,  in its  sole
              discretion,  net such  commitment  fee from  the  proceeds  of any
              Advance made to Borrower.  The Lender  hereby  agrees to rebate to
              the  Borrower an amount  equal to $500,000 of such Second  Revised
              Effective  Date  Commitment  Fee on April 1, 2001 if, and only if,
              (a) the  Borrower  shall  have paid the full  amount of the Second
              Revised  Effective  Date  Commitment  Fee to the  Lender,  (b) the
              Borrower has  transferred  $4,000,000 of Additional  Collateral to
              the  Lender  pursuant  to the terms of this Loan  Agreement  on or
              before April 1, 2001,  (c) the Borrower is in compliance  with the
              liquidity  covenant in Section  7.16 of this Loan  Agreement  (not
              taking  into  account  any  unencumbered  auto loans  owned by the
              Borrower that could be drawn against under committed warehouse and
              repurchase facilities entered into by the Borrower) as of April 1,
              2001  and  (d)  no  Default  or  Event  of  Default  has  occurred
              hereunder.  In the event that such  $500,000  rebate is payable to
              the  Borrower  hereunder,  the  Borrower and the Lender agree that
              such amount  shall be  deposited

<PAGE>

                                      -5-                          Exhibit 10.96


              with the Lender and retained as Additional  Collateral  hereunder.
              The Lender  hereby  further  agrees to rebate to the  Borrower  an
              amount  equal to $250,000 of such Second  Revised  Effective  Date
              Commitment  Fee on May 1, 2001 if, and only if,  (a) the  Borrower
              shall have paid the full  amount of the Second  Revised  Effective
              Date   Commitment  Fee  to  the  Lender,   (b)  the  Borrower  has
              transferred  $4,000,000  of  Additional  Collateral  to the Lender
              pursuant to the terms of this Loan  Agreement  on or before May 1,
              2001,  (c)  the  Borrower  is in  compliance  with  the  liquidity
              covenant in Section 7.16 of this Loan  Agreement  (not taking into
              account any  unencumbered  auto loans owned by the  Borrower  that
              could be drawn against under  committed  warehouse and  repurchase
              facilities entered into by the Borrower) as of May 1, 2001 and (d)
              no Default or Event of Default  has  occurred  hereunder..  In the
              event  that  such  $250,000  rebate  is  payable  to the  Borrower
              hereunder,  the  Borrower  and the Lender  agree that such  amount
              shall  be paid to the  Borrower  and not  retained  as  Additional
              Collateral hereunder.

              SECTION 11. Effective as of February 22, 2001, subparagraph (b) of
Section 4.01 of the Loan  Agreement is hereby amended by deleting the word "and"
in clause (viii),  deleting clause (ix) in its entirety and adding the following
to the end thereof:

              "(ix)  all Additional Collateral; and

              (x)    any and all replacements,  substitutions,  distributions on
                     or proceeds of any or all of the foregoing."

              SECTION 12. Effective as of February 22, 2001, Section 4.01 of the
Loan  Agreement is hereby amended by adding the following  subparagraphs  to the
end thereof:

              "(d)   On or before April 1, 2001,  the Borrower shall deposit the
              Additional  Collateral with the Lender in a separate  account (the
              "Account") held for the benefit of the Borrower and established by
              the Lender with Greenwich  Capital Markets,  Inc., a broker-dealer
              and an affiliate of the Lender. The Lender and the Borrower hereby
              agree that,  prior to the  occurrence of an Event of Default,  the
              Borrower  shall have a 100%  ownership  interest in the Additional
              Collateral  subject  to  the  Lender's  first  priority  perfected
              security interest therein. The Additional Collateral shall be held
              by the Lender for the benefit of the  Borrower  during the term of
              this  Loan   Agreement   to  secure   repayment   of  the  Secured
              Obligations. The Lender agrees that the Account shall evidence the
              Borrower's  ownership of the Additional  Collateral subject to the
              security interest granted to the Lender hereunder.

              (e)    At such time as the Secured  Obligations  have been paid in
              full, the Lender shall return any unused portion of the Additional
              Collateral  held for the benefit of the Borrower to the  Borrower.
              With respect to any portion of the Additional  Collateral which is
              represented  by cash,  the Lender hereby agrees to pay interest to
              the  Borrower on the amount on deposit in the  Account  during the
              term of this Loan  Agreement  (which  amount may be reduced by the
              Lender after the initial  deposit in  satisfaction  of the Secured
              Obligations)  calculated on the basis of one-
<PAGE>

                                      -6-                          Exhibit 10.96


              month LIBOR from the day the  initial  deposit was made until such
              time as the  Secured  Obligations  have  been  paid in full.  With
              respect  to any  portion  of the  Additional  Collateral  which is
              represented by another form of collateral acceptable to the Lender
              in its sole  discretion,  the  Borrower  shall  direct the form of
              investment subject to the Lender's approval. The Borrower shall be
              entitled  to  all  investment   earnings   attributable   to  such
              collateral  from the day such  collateral is deposited  until such
              time as the Secured Obligations have been paid in full. The Lender
              shall remit to the Borrower  all interest  accrued with respect to
              the Additional  Collateral and any investments earnings thereon at
              such time as the Secured Obligations have been paid in full."

              SECTION 13. Effective as of February 22, 2001, Section 5.01 of the
Loan  Agreement is hereby  amended by adding a new subsection (q) to read in its
entirety as follows:

              (q)    SECOND UPDATED  SECURITIZATION  LETTER.  On or prior to the
                     Second  Revised  Effective  Date,  the  Lender  shall  have
                     received a new securitization letter, in form and substance
                     satisfactory   to  the  Lender  and   executed  by  a  duly
                     authorized officer of the Borrower.

              SECTION 14. Effective as of February 22, 2001, Section 5.01 of the
Loan  Agreement is hereby  amended by adding a new subsection (r) to read in its
entirety as follows:

                     (r)    WARRANT.  On or before the Second Revised  Effective
              Date,  the Lender shall have received an executed  Stock  Purchase
              Warrant,  in form and  substance  satisfactory  to the  Lender and
              executed by a duly authorized officer of the Borrower.

              SECTION 15. Effective as of February 22, 2001, Section 5.01 of the
Loan  Agreement is hereby  amended by adding a new subsection (s) to read in its
entirety as follows:

                     (s)    ADDITIONAL  COLLATERAL.  On or before April 1, 2001,
              the Borrower  shall  deposit the  Additional  Collateral  with the
              Lender pursuant to the Lender's instructions.

              SECTION 16. Effective as of February 22, 2001,  Section 7.01(c) of
the Loan Agreement is hereby amended to read in its entirety as follows:

              "(c)   The  Borrower  shall  deliver  to the  Lender  on the first
              Business Day of each month a report containing the Borrower's cash
              flow projections for the 90 day period commencing on such date and
              such report shall include a monthly cash flow  projection for such
              month  and an  aggregate  cash  flow  projection  for  each of the
              following two months thereafter.  In addition,  the Borrower shall
              deliver  to the Lender  from time to time such  other  information
              regarding the financial condition,  operations, or business of the
              Borrower as the Lender may reasonably request; and"
<PAGE>

                                      -7-                          Exhibit 10.96


              SECTION 17. Effective as of February 22, 2001, Section 7.16 of the
Loan Agreement is hereby amended to read in its entirety as follows:

              7.16   MAINTENANCE  OF LIQUIDITY.  The Borrower shall insure that,
              as of the  end of  each  calendar  month,  it has  cash  and  Cash
              Equivalents  in an  amount  of not less  than the  greater  of (i)
              $20,000,000  and (ii) the highest amount of liquidity  required to
              be  maintained  by the Borrower  pursuant to any other  agreement,
              note,  indenture or  instrument  to which the Borrower is a party.
              The Borrower and the Lender agree that prior to March 31, 2001 the
              term Cash  Equivalents as used hereunder  shall include 80% of the
              unpaid principal  balance of the unencumbered  auto loans owned by
              the Borrower;  provided that, the amount of such Cash  Equivalents
              attributable to such auto loans shall not exceed $13 million.

              SECTION 18. Effective as of February 22, 2001, Section 7.17 of the
Loan Agreement is hereby amended to read in its entirety as follows:

              7.17   MAINTENANCE  OF TANGIBLE NET WORTH.  The Borrower shall not
              permit  Tangible Net Worth at any time to be less than the greater
              of (a) $20,000,000 or (b) the highest amount of Tangible Net Worth
              required to be  maintained  by the Borrower  pursuant to any other
              agreement,  note, indenture or instrument to which the Borrower is
              a party.

              SECTION 19. Effective as of February 22, 2001, Section 7.18 of the
Loan Agreement is hereby amended to read in its entirety as follows:

              7.18   MAINTENANCE OF RATIO OF TOTAL  INDEBTEDNESS TO TANGIBLE NET
              WORTH.   The  Borrower   shall  not  permit  the  ratio  of  Total
              Indebtedness  to Tangible Net Worth at any time to be greater than
              the lesser of (a) 10:1 or (b) the lowest such ratio required to be
              maintained by the Borrower pursuant to any other agreement,  note,
              indenture or instrument to which the Borrower is a party.

              SECTION 20. Effective as of February 22, 2001, Section 7.28 of the
Loan Agreement is hereby amended to read in its entirety as follows:

              7.28   COMMITTED WAREHOUSE FACILITIES. Borrower shall at all times
              have available under committed  revolving  facilities  (other than
              with Lender) at least $50,000,000.  Such other committed revolving
              facilities  shall include wet loans in an amount at least equal to
              $20,000,000. Borrower shall utilize the wet funding limits of such
              other committed revolving facilities at least once each month.

              SECTION 21.  Effective as of February 22, 2001,  Section 11 of the
Loan Agreement is hereby amended by deleting Section 11.19 thereto.

              SECTION 22. FEES AND  EXPENSES.  Borrower  agrees to pay to Lender
all fees and out of pocket  expenses  incurred by Lender in connection with this
Amendment (including all reasonable fees and out of pocket costs and expenses of
the Lender's legal counsel  incurred in

<PAGE>

                                      -8-                          Exhibit 10.96


connection with this Amendment  Number Two), in accordance with Section 11.03 of
the Loan Agreement

              SECTION 23. DEFINED TERMS. Any terms capitalized but not otherwise
defined  herein  shall  have  the  respective  meanings  set  forth  in the Loan
Agreement.

              SECTION  24.  REPRESENTATIONS.  In order to induce  the  Lender to
execute and deliver this Amendment Number Two, the Borrower hereby represents to
the Lender that as of the date  hereof,  after giving  effect to this  Amendment
Number  Two,  the  Borrower  is in full  compliance  with all of the  terms  and
conditions of the Loan Agreement.

              SECTION  25.  LIMITED  EFFECT.  Except as  expressly  amended  and
modified by this Amendment,  the Loan Agreement shall continue in full force and
effect in accordance with its terms. Reference to this Amendment Number Two need
not be made in the Loan Agreement or any other  instrument or document  executed
in connection therewith,  or in any certificate,  letter or communication issued
or made  pursuant to, or with respect to, the Loan  Agreement,  any reference in
any of such items to the Loan  Agreement  being  sufficient to refer to the Loan
Agreement as amended hereby.

              SECTION 26.  GOVERNING  LAW.  THIS  AMENDMENT  NUMBER TWO SHALL BE
CONSTRUED  IN  ACCORDANCE  WITH  THE  LAWS  OF THE  STATE  OF NEW  YORK  AND THE
OBLIGATIONS,  RIGHTS,  AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED
IN ACCORDANCE WITH SUCH LAWS WITHOUT REGARD TO CONFLICT OF LAWS DOCTRINE APPLIED
IN SUCH STATE.

              SECTION  27.  COUNTERPARTS.  This  Amendment  Number  Two  may  be
executed by each of the parties  hereto on any number of separate  counterparts,
each of  which  shall  be an  original  and all of which  taken  together  shall
constitute one and the same instrument.

                            [SIGNATURE PAGE FOLLOWS]

<PAGE>

                                      -9-                          Exhibit 10.96


              IN WITNESS WHEREOF, Borrower and Lender have caused this amendment
to be executed and delivered by their duly authorized officers as of the day and
year first above written.

                                          E-LOAN, INC.,
                                             BORROWER

                                          By:    /s/ JOSEPH J. KENNEDY
                                                 -------------------------------
                                          Name:  JOSEPH J. KENNEDY
                                                 -------------------------------
                                          Title: PRESIDENT, C.O.O.
                                                 -----------------



                                          GREENWICH CAPITAL FINANCIAL
                                          PRODUCTS, INC.,

                                              LENDER

                                          By:    /s/ MICHAEL PILLARI
                                                 -------------------------------
                                          Name:  MICHAEL PILLARI
                                                 -------------------------------
                                          Title: SVP
                                                 -------------------------------

<PAGE>

                                                                   Exhibit 10.96


                                    EXHIBIT A

                    FORM OF BORROWER'S OFFICER'S CERTIFICATE

              I,  ________________,  hereby  certify  that I am the duly elected
________________ of E-Loan, Inc., a Delaware  corporation (the "BORROWER"),  and
further certify, on behalf of the Borrower as follows:

              1.     Each person who, as an officer or  attorney-in-fact  of the
       Borrower, signed (a) Amendment Number Two (the "AMENDMENT") to the Master
       Loan and Security Agreement (as amended, the "LOAN AGREEMENT"),  dated as
       of February 22, 2001, by and between the Borrower and  Greenwich  Capital
       Financial Products,  Inc. (the "LENDER");  (b) the Securitization Letter,
       dated  February __, 2001 by and between the Borrower and the Lender;  and
       (c) any other  document  delivered  prior hereto or on the date hereof in
       connection with  transactions  contemplated in the Loan Agreement was, at
       the respective times of such signing and delivery,  and is as of the date
       hereof,  duly elected or appointed,  qualified and acting as such officer
       or attorney-in-fact, and the signatures of such persons appearing on such
       documents are their genuine signatures.

              2.     All of the  representations  and warranties of the Borrower
       contained in Section 6 of the Loan Agreement were true and correct in all
       material  respects  as of the  date of the  Amendment  and are  true  and
       correct in all material respects as of the date hereof.

              3.     The  Borrower  has  performed  all of its  duties  and  has
       satisfied  all the  material  conditions  on its part to be  performed or
       satisfied pursuant to Section 5 of the Loan Agreement.

              4.     As of the date of the  Amendment and as of the date hereof,
       no Default or Event of Default exists under the Loan Agreement.

              5.     There are no actions,  suits or proceedings  pending or, to
       my knowledge,  threatened,  against or affecting the Borrower  which,  if
       adversely  determined  either  individually  or in the  aggregate,  would
       adversely affect the Borrower's obligations under the Loan Agreement.  No
       proceedings  that could result in the  liquidation  or dissolution of the
       Borrower are pending or contemplated.

              All capitalized  terms used herein and not otherwise defined shall
       have the meaning assigned to them in the Loan Agreement.
<PAGE>
                                      -11-                         Exhibit 10.96


              IN WITNESS WHEREOF, I have hereunto signed my name and affixed the
seal of the Borrower.

Dated: February __, 2001

         [Seal]


                                            E-LOAN, INC.


                                            By:
                                               ---------------------------------
                                                    Name
                                                    Title:

              I, ___________________,  _________ of E-Loan, Inc., hereby certify
that ________________ is the duly elected,  qualified and acting _______________
of E-Loan,  Inc. and that the signature appearing above is the genuine signature
of such person.

              IN WITNESS WHEREOF, I have hereunto signed my name.

Dated: February __, 2001

         [Seal]


                                            E-LOAN, INC.


                                            By:
                                               ---------------------------------
                                                    Name
                                                    Title: